The sale of Kennywood Park is proving not to be as smooth a ride as management had bargained for.

The deal to sell the storied amusement park and four sister venues to
Parques Reunidos of Spain awaits approval from the Kennywood founders'
dozens of heirs. But many, including an owner who sits on the board of
directors, are not ready to punch that ticket.

"I am very much opposed to the sale. It's just kind of getting
rammed down people's throats," said Kay Matthews, a Kennywood
shareholder whose grandfather, Andrew McSwigan, co-founded the park
more than 100 years ago.

Kennywood Entertainment, the parent company under sales
agreement, is owned by the 76 descendants of the amusement park's two
founding families: the Henningers and McSwigans.

Terms
of the deal require a "super-majority" -- not just 50-plus percent --
of both family members' votes in favor, said company executives. The
Madrid-based buyer is still scrutinizing Kennywood's books and
properties.

"It's taking a little more time to answer all their requests for
documents," said Peter McAneny, CEO of Kennywood Entertainment. He said
the tentative agreement is in its third draft.

Management announced an agreement Dec. 11 to sell Kennywood. The deal
includes the park in West Mifflin, Sandcastle Waterpark in West
Homestead, and Idlewild & Soak Zone in Ligonier, as well as theme
parks in Bristol, Conn., and Glen, N.H.

McAneny, who is not a shareholder, and a Parques Reunidos spokesman said they expect the sale to be finalized within four weeks.

"As leader of the family, my goal is always 100 percent,"
Kennywood Chairman and former CEO Harry Henninger said. But with 76
different shareholder owners, "getting 100 percent of a vote on
anything is like herding cats."

The initial offer was about $200 million, all in cash, said some family members. Henninger declined to confirm the amount.

"Some want to sell, and some don't want to sell," said Andrew
McSwigan, a fourth-generation owner and, since 1971, one of four
directors on Kennywood's board. "I'm on the side that doesn't want to
sell."

"Kennywood is a hometown treasure," said McSwigan, 69. "I spent
my childhood out there and remember riding some rides while they were
still under construction."

Kennywood Park is set to open eight weeks from today, on May 3.
The founders formed the original Pittsburg Kennywood Park Co. in 1906.

Parques Reunidos owns 61 amusement, animal and water parks,
mostly in the United States, and has annual revenue of more than $570
million.

At publicly held corporations, a "super-majority" commonly means 66 percent or 75 percent.

"Some have more shares than others, but nobody has the bulk of
the ownership," said Jean McCague, whose father was Kennywood's
president for nearly 40 years, until 1963.

"I'd rather it continue in the family," McCague said.
"Kennywood has been in our family for so many years that I'm against
(the sale)."

Kennywood executives would not spell out its super-majority threshold.
Henninger estimated about 90 percent of shareholders at a meeting
Downtown around Thanksgiving favored discussing a deal with Parques
Reunidos.

But that meeting and the Dec. 11 sales announcement confused
some owners. Some thought they were voting whether to look at offers,
not to accept one.

"We had not signed a sales agreement," McSwigan said. "Parques
Reunidos sent in an offer and wanted to look at the books, and that's
all the shareholders authorized."

Henninger said the late-November meeting left "a lot of
confusion on all levels -- the management, the board, the shareholders
and the press."

None of the family members contacted would disclose their
ownership stake. But the owners are spread around. Of the 76
owner-heirs, more than 50 percent live outside the Pittsburgh area,
Henninger said.

Henninger said that with increasingly scattered owners, some
younger members start to see Kennywood as more of a passive investment
than a personal legacy. "A child might be interested in dentistry, but
wouldn't otherwise have the money to pursue it" without proceeds from a
sale, he said.

"Kennywood is Pittsburgh, and Pittsburgh is Kennywood," said
Matthews, who lives in Deerfield Beach, Fla. "It'd be like selling the
Carnegie Museum to some conglomerate from Europe."